SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Chase Corporation
(Exact name of registrant as specified in its charter)
Massachusetts 11-1797126
(State of incorporation (I.R.S.Employer
or organization) Identification No.)
50 Braintree Hill Park, Braintree, Massachusetts 02184
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each Exchange on which
to be so registered each class is to be registered
Common Stock, $0.10 par value American Stock Exchange
Boston Stock Exchange
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box.
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A.(c)(2),
please check the following box.
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Manually Signed Original
Page 1 of 4 pages
Exhibit Index appears on page 3
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Item 1. Description of Registrant's Securities to be Registered.
Common Stock
The Company's authorized common stock consists of 10,000,000
shares of Common Stock, $.10 par value per share. The Company
intends to list its Common Stock on the American Stock Exchange
effective as of November 8, 1995. The Company's Common Stock is
currently listed on the Boston Stock Exchange and will continue to
be so listed in the future.
Holders of Common Stock are entitled to one vote for each
share held on all matters submitted to a vote of stockholders and
do not have cumulative voting rights. Accordingly, stockholders
casting a plurality of the votes cast by the stockholders entitled
to vote in an election of directors may elect all of the directors
standing for election. Holders of Common Stock are entitled to
receive ratably such dividends, if any, as may be declared by the
Board of Directors out of funds legally available therefor, subject
to any preferential dividend rights of preferred stock that may be
issued in the future. Upon the liquidation, dissolution or winding
up of the Company, the holders of Common Stock are entitled to
receive ratably the net assets of the Company available after the
payment of all debts and other liabilities and subject to the prior
rights of preferred stock that may be issued in the future.
Holders of Common Stock have no preemptive, subscription,
redemption or conversion rights. The outstanding shares of Common
Stock are, and the shares offered by the Company in this offering
will be, when issued and paid for, fully paid and nonassessable.
The rights, preferences and privileges of holders of Common Stock
are subject to the rights of the holders of shares of any series of
preferred stock which the Company may designate and issue in the
future.
As of October 19, 1995, there were 4,459,848 shares of Common
Stock outstanding, held of record by 960 stockholders.
Preferred Stock
The Board of Directors is authorized, subject to any
limitations prescribed by law, without further stockholder
approval, to issue from time to time up to an aggregate of 100,000
shares of preferred stock, $1.00 par value, in one or more series.
No shares of preferred stock are outstanding and the directors have
no proposals or plans to issue any preferred stock. Each such
series of Preferred Stock shall have such number of shares,
designations, preferences, voting powers, qualifications and
special or relative rights or privileges as shall be determined by
the Board of Directors, which may include among others, dividend
rights, voting rights, redemption and sinking fund provisions,
liquidation preferences, conversion rights and preemptive rights.
The rights of the holders of Common Stock would be subject to
the rights of holders of any preferred stock issued in the future.
The issuance of preferred stock, while conceivably providing
flexibility in connection with possible acquisitions and other
corporate purposes, could have the effect of making it more
difficult for a third party to acquire, or of discouraging a third
party from acquiring, a majority of the outstanding voting stock of
the Company. The Company is not considering any proposal to issue
preferred stock.
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Item 2. Exhibits.
1.1 The Company's annual report on Form 10-K for the year
ended August 31, 1994, filed with the Commission on
November 24, 1995.
2.1 The Company's quarterly report on Form 10-Q for the
quarter ended November 30, 1994, filed with the
Commission on January 10, 1995.
2.2
The Company's quarterly report on Form 10-Q for the
quarter ended February 28, 1995, filed with the
Commission on April 7, 1995.
2.3 The Company's quarterly report on Form 10-Q for the
quarter ended May 30, 1995, filed with the Commission on
July 13, 1995, as amended by Amendment No. 1 thereto on
Form 10-Q/A, filed with the Commission on August 9, 1995.
2.4 The Company's Current Report on Form 8-K, dated July 18,
1995, as filed with the Commission on August 31, 1995.
3.1 The Company's definitive proxy statement, dated December
20, 1994, as filed with the Commission on December 22,
1994.
4.1 Articles of Organization of the Company. Filed as
Exhibit 3 to Chase's Annual Report on Form 10-K for the
year ended August 31, 1988, and incorporated herein by
reference.
4.2 By-laws of the Company. Filed as Exhibit 3 to Chase's
Annual Report on Form 10-K for the year ended August 31,
1988, and incorporated herein by reference.
4.3 Amendment to By-laws of the Company. Filed as Exhibit
3.3 to Chase's Annual Report on Form 10-K for the year
ended August 31, 1990, and incorporated herein by
reference.
5.1 The Company's specimen common stock certificate.
6.1 The Company's 1994 Annual Report as submitted to Chase's
stockholders, and sent to the Commission on December 22,
1994.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Chase Corporation
Date October 26, 1995 By
Peter R. Chase
President
